Global economic instability and recent currency fluctuations have posed significant challenges to maintaining the economic and financial balance of business contracts. In a scenario of rising costs, pressured supply chains, and reduced margins, preventative contract review becomes an essential measure to mitigate risks, preserve commercial relationships, and ensure financial predictability for the coming year.
Many contracts signed during periods of stability—especially long-term contracts, those for continuous supply, or those for recurring services—were structured with fixed adjustment clauses based on indices that no longer adequately reflect the economic reality. The result is increased burden for one of the parties and the need for frequent renegotiations, which are not always clearly foreseen in the original drafts.
Given this context, it is recommended that companies conduct a thorough review of their main agreements. Adjustment and indexation clauses should be updated, evaluating the suitability of indices such as IPCA, IGP-M, exchange rate variations, or specific sectoral indicators. It is also prudent to include objective renegotiation mechanisms in case of significant cost changes, in order to allow for consensual and timely adjustments.
Another important measure is the updating of force majeure and hardship clauses to cover macroeconomic events or market disruptions that impact contract execution. It is equally advisable to review deadlines and automatic renewals, preventing the continuation of contracts with outdated conditions and costs misaligned with the new price reality.
In addition, considering the Tax Reform and its entry into force in 2026, the inclusion of “change in law” clauses in existing contracts is essential to preserve financial health and economic balance, considering here not extraordinary and unpredictable events, but the predictability of the effects of the new legal system on ongoing contracts. Within the scope of best practices, the importance of auditing the current contract portfolio is highlighted, identifying critical contracts that lack economic-financial rebalancing clauses. Standardizing contract templates, adequately documenting negotiations, and adopting preventive addendums are valuable governance tools. Trigger clauses linked to objective economic indicators, for example, offer transparency and legal certainty for both parties.
Consultative legal advice plays a central role in this process. The technical and strategic analysis of contracts allows for anticipating risks, reducing financial impacts, and strengthening corporate governance. Specialized support is essential both in reviewing drafts and addendums and in conducting complex negotiations and structuring internal contract management policies.
In an environment of volatility and uncertainty, well-drafted contracts cease to be mere formalization instruments and become true mechanisms of stability and protection. Preventive review, combined with a proactive management approach, represents not only a security measure but also a competitive advantage.
Is your contract portfolio prepared for 2026? Our contract consulting team is available to assist you in reviewing and updating the adjustment and economic-financial rebalancing clauses, adapting them to the new market dynamics and strengthening the legal security of commercial relationships.
Flávia de Aguiar Pietri Vicente | flavia.vicente@nascimentomourao.adv.br
Partner in the Corporate Consulting Law area, Specialist in Digital Law and Data Protection.
Lúcia Guedes Garcia da Silveira | lucia@nascimentomourao.adv.br
Senior Partner, Coordinator of the Consulting area and Member of the Diversity and Inclusion Committee.
